[Form 4] Codere Online Luxembourg, S.A. Insider Trading Activity

Rhea-AI Filing Summary

Shemesh Matan reported acquisition or exercise transactions in this Form 4 filing.

Codere Online Luxembourg, S.A. reported an equity award to Chief of Growth and Strategy Matan Shemesh. He received 7,000 Ordinary Shares at a price of $0.00 per share, reflecting a grant or award rather than an open-market purchase.

According to the footnote, the Board awarded 7,000 Restricted Stock Units (RSUs) effective upon the company’s Form S-8 registration, filed on May 5, 2026. These RSUs vest in equal installments on December 31, 2024, 2025 and 2026. Following this transaction, Shemesh directly holds 24,515 Ordinary Shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Shemesh Matan

Role Chief of Growth and Strategy

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	7,000	$0.00	--

Holdings After Transaction: Ordinary Shares — 24,515 shares (Direct, null)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shemesh Matan

(Last) (First) (Middle)

7 RUE ROBERT STUMPER

(Street)

LUXEMBOURG GRAND DUCHY OF LUXEMBOURG L-2557

(City) (State) (Zip)

LUXEMBOURG

(Country)

2. Issuer Name and Ticker or Trading Symbol
Codere Online Luxembourg, S.A. [ CDRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief of Growth and Strategy

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	05/05/2026		A		7,000(1)	A	$0	24,515	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On November 7, 2024, the Board of Directors of Codere Online Luxembourg, S.A. ("Company") awarded the Reporting Person 7,000 Restricted Stock Units ("RSUs"), effective upon the filing of a Registration Statement on Form S-8, which the Company filed on May 5, 2026. The RSUs vest equally on December 31, 2024, 2025 and 2026.

	/s/ Yaiza Maria Rodriguez Robles, attorney-in-fact	05/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Codere Online (CDRO) report for Matan Shemesh?

Codere Online reported that executive Matan Shemesh received 7,000 Ordinary Shares as an equity award at $0.00 per share. The grant reflects compensation, not an open-market purchase, and increased his direct holdings to 24,515 Ordinary Shares after the transaction.

Were the Codere Online (CDRO) shares granted to Matan Shemesh bought on the market?

No, the 7,000 Codere Online shares were granted as a compensation award at $0.00 per share. The Form 4 identifies the transaction as a grant or award acquisition, rather than an open-market buy, meaning the company issued the shares to the executive.

How many Codere Online (CDRO) shares does Matan Shemesh hold after this award?

After receiving the 7,000-share award, Matan Shemesh directly holds 24,515 Ordinary Shares of Codere Online. This total comes from the Form 4’s post-transaction holdings line, which summarizes his position immediately following the reported equity grant.

What are the vesting terms of Matan Shemesh’s 7,000 Codere Online RSUs?

The 7,000 Restricted Stock Units awarded to Matan Shemesh vest in three equal installments on December 31, 2024, 2025 and 2026. The award became effective when Codere Online’s Form S-8 registration statement was filed on May 5, 2026, according to the footnote.

How was the timing of Matan Shemesh’s Codere Online RSU award determined?

The Board approved the 7,000 RSU award on November 7, 2024, but made it effective upon filing a Form S-8 registration statement. That registration was filed on May 5, 2026, triggering effectiveness of the award and the related share entry reported in the Form 4.